PORTLAND GENERAL CORPORATION
MANAGEMENT DEFERRED COMPENSATION PLAN
1994 RESTATEMENT
Effective October 1, 1994
TABLE OF CONTENTS
(Continued)
PAGE
TABLE OF CONTENTS
PAGE
ARTICLE I PURPOSE 1
1.1 Restatement 1
1.2 Purpose 1
1.3 Effective Date 1
1.4 Plan Sponsor 2
ARTICLE II DEFINITIONS 2
2.1 Account 2
2.2 Base Salary 2
2.3 Beneficiary 2
2.4 Board 2
2.5 Bonuses 2
2.6 Change in Control 2
2.7 Committee 3
2.8 Company 3
2.9 Compensation 3
2.10 Deferral Election 4
2.11 Determination Date 4
2.12 Direct Subsidiary 4
2.13 Eligible Employee 4
2.14 Financial Emergency 5
2.15 Incentive Compensation 5
2.16 Indirect Subsidiary 5
2.17 Interest 6
2.18 Paid Time Off 6
2.19 Paid Time Off Cancellation 6
2.20 Participant 6
2.21 Participating Employer 6
2.22 Pension Plan 7
2.23 Plan 7
2.24 Policies 7
2.25 Senior Administrative Officer 7
(i)
TABLE OF CONTENTS
(Continued)
PAGE
ARTICLE III ELIGIBILITY AND DEFERRALS 7
3.1 Eligibility 7
3.2 Deferral Elections 8
3.3 Limits on Elective Deferrals 9
3.4 Matching Contributions 9
3.5 Welfare Benefits 9
ARTICLE IV DEFERRED COMPENSATION ACCOUNT 10
4.1 Crediting to Account 10
4.2 Determination of Accounts 10
4.3 Vesting of Accounts 10
4.4 Statement of Accounts 10
ARTICLE V PLAN BENEFITS 11
5.1 Benefits 11
5.2 Withdrawals for Financial Emergency 11
5.3 Form of Benefit Payment 12
5.4 Accelerated Distribution 13
5.5 Withholding; Payroll Taxes 14
5.6 Commencement of Payments 14
5.7 Full Payment of Benefits 14
5.8 Payment to Guardian 14
ARTICLE VI RESTORATION OF PENSION PLAN BENEFITS 15
6.1 Pension Plan 15
6.2 Restoration of Pension Plan Benefits 15
6.3 Restoration of Pension Plan Benefits
in Event of Change in Control 16
ARTICLE VII BENEFICIARY DESIGNATION 16
7.1 Beneficiary Designation 16
7.2 Amendments 17
7.3 No Beneficiary Designation 17
7.4 Effect of Payment 17
(ii)
TABLE OF CONTENTS
(Continued)
PAGE
ARTICLE VIII ADMINISTRATION 17
8.1 Senior Administrative Officer; Duties 17
8.2 Agents 18
8.3 Binding Effect of Decisions 18
8.4 Indemnity of Senior Administrative
Officer; Committee 18
8.5 Availability of Plan Documents 18
8.6 Cost of Plan Administration 18
ARTICLE IX CLAIMS PROCEDURE 19
9.1 Claim 19
9.2 Denial of Claim 19
9.3 Review of Claim 19
9.4 Final Decision 19
ARTICLE X AMENDMENT AND TERMINATION OF PLAN 20
10.1 Amendment 20
10.2 Termination 20
10.3 Payment at Termination 20
ARTICLE XI MISCELLANEOUS 21
11.1 Unfunded Plan 21
11.2 Liability 22
11.3 Trust Fund 23
11.4 Nonassignability 23
11.5 Not a Contract of Employment 24
11.6 Protective Provisions 24
11.7 Governing Law 24
11.8 Terms 24
11.9 Validity 25
11.10 Notice 25
11.11 Successors 25
(iii)
INDEX OF TERM
TERM PROVISION PAGE
Account 2.1 2
Act 2.6 2
Base Salary 2.2 2
Beneficiary 2.3 2
Board 2.4 2
Bonuses 2.5 2
Change in Control 2.6 2
Committee 2.7 3
Company 2.8 3
Compensation 2.9 3
Deferral Election 2.10 4
Determination Date 2.11 4
Direct Subsidiary 2.12 4
Eligible Employee 2.13 4
ERISA 3.5 9
Financial Emergency 2.14 5
Incentive Compensation 2.15 5
Indirect Subsidiary 2.16 5
Interest 2.17 6
Paid Time Off 2.18 6
Paid Time Off Cancellation 2.19 6
Participant 2.20 6
Participating Employer 2.21 6
Pension Plan 2.22 7
PGC Board 2.6 3
Plan 2.23 7
Policies 2.24 7
Senior Administrative Officer 2.25 7
(iv)
PORTLAND GENERAL CORPORATION
MANAGEMENT DEFERRED COMPENSATION PLAN
1994 RESTATEMENT
ARTICLE I
PURPOSE
1.1 RESTATEMENT. Portland General Corporation adopted a Management
Deferred Compensation Plan effective January 1, 1987 to cover qualified
management employees. Portland General Corporation also restated its
Directors' and Senior Officers' Deferred Compensation Plan on January 1,
1987. Pursuant to Article 8.1 of the Management Deferred Compensation
Plan and Article 9.1 of the Directors' and Senior Officers' Deferred
Compensation Plan, 1987 Restatement, the Company is amending both plans in
order to merge the plans for all employees of Participating Employers.
The existing plans were merged, renamed and amended for all management
employees of Participating Employers by the December 1, 1988 Restatement.
The Plan was restated effective November 1, 1990.
1.2 PURPOSE. The purpose of this Management Deferred Compensation
Plan is to provide elective deferred compensation in excess of the limits
on elective deferrals under qualified cash or deferred arrangements. It
is intended that the Plan will aid in attracting and retaining personnel
of exceptional ability.
1.3 EFFECTIVE DATE. This 1994 Restatement shall be effective as of
October 1, 1994.
PAGE 1 - MANAGEMENT DEFERRED COMPENSATION PLAN
1.4 PLAN SPONSOR. The Plan is adopted for the benefit of selected
employees of Portland General Corporation, an Oregon corporation, and
selected employees of any corporations or other entities affiliated with
or subsidiary to it, if such corporations or entities are selected by the
Board.
ARTICLE II
DEFINITIONS
2.1 ACCOUNT. "Account" means the account maintained by a
Participating Employer in accordance with Article IV with respect to any
deferral of Compensation pursuant to this Plan.
2.2 BASE SALARY. "Base Salary" means the Eligible Employee's
actual base pay in the pay period and, except as provided herein,
excluding any bonuses and/or overtime pay.
2.3 BENEFICIARY. "Beneficiary" means the person, persons or entity
entitled under Article VII to receive any Plan benefits payable after a
Participant's death.
2.4 BOARD. "Board" means the Board of Directors of Portland
General Corporation.
2.5 BONUSES. "Bonuses" means Our Teamworks Awards, Notable
Achievement Awards, and any other form of cash Incentive Compensation
explicitly designated as deferrable pursuant to this Plan by the Deferral
Election form approved by the Senior Administrative Officer.
2.6 CHANGE IN CONTROL. "Change in Control" means an occurrence in
which:
(a) any "person" or "group" (within the meaning of Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the Act)) becomes the "beneficial owner" (as defined in Rule 13-d
under the Act) of more than thirty percent
PAGE 2 - MANAGEMENT DEFERRED COMPENSATION PLAN
(30%) of the then outstanding voting stock of Portland General
Corporation, otherwise than through a transaction arranged by, or
consummated with the prior approval of, the Board of Directors of Portland
General Corporation ("PGC Board"), or
(b) during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the PGC
Board (and any new PGC Board member whose election by the PGC Board or
whose nomination for election by the stockholders of Portland General
Corporation was approved by a vote of at least two-thirds (2/3) of the
PGC Board members then still in office who either were PGC Board
members at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any
reason to constitute a majority thereof.
2.7 COMMITTEE. "Committee" means the Human Resources Committee of
the Board.
2.8 COMPANY. "Company" means Portland General Corporation, an
Oregon Corporation.
2.9 COMPENSATION. "Compensation" means the total of the following,
before reduction for elective deferrals under this Plan or a Participating
Employer's tax qualified Retirement Savings Plan or any other flexible
benefit plan:
(a) Base Salary;
(b) Bonuses;
(c) Any interest on the above payments credited by a
Participating Employer for the benefit of an Eligible Employee prior
to the date of payment, without
PAGE 3 - MANAGEMENT DEFERRED COMPENSATION PLAN
respect to any deferral of Compensation made pursuant to this Plan, by a
Participating Employer.
Compensation, for purposes of this Plan, may include any new form of
cash remuneration paid by a Participating Employer to any Eligible
Employee which is explicitly designated as deferrable pursuant to this
Plan by the Deferral Election form approved by the Senior Administrative
Officer. Compensation for purposes of this Plan, does not include expense
reimbursements, imputed income, or any form of noncash compensation or
benefits.
2.10 DEFERRAL ELECTION. "Deferral Election" means the election
completed by Participant in a form approved by the Senior Administrative
Officer which indicates Participant's irrevocable election to defer
Compensation as designated in the Deferral Election, pursuant to Article
III.
2.11 DETERMINATION DATE. "Determination Date" means the last day of
each calendar month.
2.12 DIRECT SUBSIDIARY. "Direct Subsidiary" means any corporation
of which a Participating Employer owns at least eighty percent (80%) of
the total combined voting power of all classes of its stock entitled to
vote.
2.13 ELIGIBLE EMPLOYEE. "Eligible Employee" means an employee of a
Participating Employer who:
(a) Is exempt;
(b) Is not covered by a collective bargaining agreement; and
(c) If employed for the entire calendar year, receives or,
based on current levels of base pay is expected to receive,
Compensation from one (1) or more
PAGE 4 - MANAGEMENT DEFERRED COMPENSATION PLAN
Participating Employers in the calendar year, in an amount equal to or in
excess of the threshold amount described in 2.13(e) below, or
(d) If employed for a part of the calendar year, receives or,
based on an annualized level of base pay would have received,
Compensation from one (1) or more Participating Employers in the
calendar year, in an amount equal to or in excess of the threshold
amount described in 2.13(e) below. Notwithstanding the above,
eligibility is at the discretion of the Senior Administrative Officer.
(e) The threshold amount in calendar year 1994 and any
subsequent year shall be sixty-six thousand dollars ($66,000). Such
amount may be adjusted by the Senior Administrative Office each
subsequent calendar year at the same time and in not less than the
percentage ratio as the cost of living adjustment in the dollar limit
on defined benefits under Section 415(d) of the Internal Revenue Code.
2.14 FINANCIAL EMERGENCY. "Financial Emergency" means a financial
need resulting from a serious unforeseen personal or family emergency,
such as an act of God, an adverse business or financial transaction,
divorce, serious illness or accident, or death in the family.
2.15 INCENTIVE COMPENSATION. "Incentive Compensation" means
payments made to a Participant in recognition of meritorious work
performance but shall not include, without limitation, any payment
received as moving expense, mortgage expense or mortgage interest
reimbursement.
2.16 INDIRECT SUBSIDIARY. "Indirect Subsidiary" means any
corporation of which a Participating Employer directly and constructively
owns at least eighty percent (80%) of the total combined voting power of
all classes of its stock entitled to vote. In determining the amount of
PAGE 5 - MANAGEMENT DEFERRED COMPENSATION PLAN
stock of a corporation that is constructively owned by a Participating
Employer, stock owned, directly or constructively, by a corporation shall
be considered as being owned proportionately by its shareholders according
to such shareholders' share of voting power of all classes of its stock
entitled to vote.
2.17 INTEREST. "Interest" means the interest yield computed at the
monthly equivalent of an annual yield that is three (3) percentage points
higher than the annual yield on Moody's Average Corporate Bond Yield Index
for the three (3) calendar months preceding the immediately prior month as
published by Moody's Investors Service, Inc. (or any successor thereto),
or, if such index is no longer published, a substantially similar index
selected by the Board.
2.18 PAID TIME OFF. "Paid Time Off" means those vacation and
holiday days for which the Employer pays employees for time not worked.
2.19 PAID TIME OFF CANCELLATION. "Paid Time Off Cancellation" means
cash payments made in lieu of Paid Time Off earned by an Eligible
Employee.
2.20 PARTICIPANT. "Participant" means any Eligible Employee who has
elected to make deferrals under this Plan.
2.21 PARTICIPATING EMPLOYER. "Participating Employer" means the
Company or any affiliated or subsidiary company designated by the Board as
a Participating Employer under the Plan, as long as such designation has
become effective and continues to be in effect. The designation as a
Participating Employer shall become effective only upon the acceptance of
such designation and the formal adoption of the Plan by a Participating
Employer. A Participating Employer may revoke its acceptance of
designation as a Participating Employer at any time, but
PAGE 6 - MANAGEMENT DEFERRED COMPENSATION PLAN
until it makes such revocation, all of the provisions of this Plan and any
amendments thereto shall apply to the Eligible Employees of the
Participating Employer and their Beneficiaries.
2.22 PENSION PLAN. "Pension Plan" means the Participating
Employer's Pension Plan, as may be amended from time to time, and any
successor defined benefit retirement income plan or plans maintained by
the Participating Employer which qualify under Section 401(a) of the
Internal Revenue Code.
2.23 PLAN. "Plan" means the Portland General Corporation Management
Deferred Compensation Plan, as may be amended from time to time.
2.24 POLICIES. "Policies" means any life insurance policies,
annuity contracts or the proceeds therefrom owned or which may be acquired
by Participating Employer.
2.25 SENIOR ADMINISTRATIVE OFFICER. "Senior Administrative Officer"
means the employee in the management position designated by the Committee
to administer the Plan.
ARTICLE III
ELIGIBILITY AND DEFERRALS
3.1 ELIGIBILITY.
(a) GENERAL. An Eligible Employee who has completed one (1)
year of continuous employment with one (1) or more Participating
Employers shall be eligible to participate by making a Deferral
Election under Paragraph 3.2 below. The Senior Administrative Officer
shall notify Eligible Employees about the Plan and the benefits
provided under it. The requirement of one (1) year of continuous
employment may be waived by the Senior Administrative Officer.
PAGE 7 - MANAGEMENT DEFERRED COMPENSATION PLAN
(b) CESSATION OF ELIGIBILITY. An Eligible Employee who ceases
to satisfy condition 2.13(a) or 2.13(b) of the definition of Eligible
Employee shall cease participating as to new deferrals immediately.
An Eligible Employee who ceases to satisfy condition 2.13(c) of the
definition of Eligible Employee may continue to participate in the
Plan if such individual has a current Account under the Plan at the
time the employee ceases to satisfy condition 2.13(c).
3.2 DEFERRAL ELECTIONS.
(a) TIME OF ELECTIONS. An Eligible Employee may elect to
participate in the Plan with respect to any Compensation and/or Paid
Time Off Cancellation designated in a Deferral Election in a form
approved by the Senior Administrative Officer. The Deferral Election
must be filed with the Senior Administrative Officer no later than
December 15, or such shorter period as is designated in the Deferral
Election form.
(b) MID-YEAR ELIGIBILITY. If an individual first becomes
eligible to participate during a calendar year and wishes to defer
Compensation and/or Paid Time Off Cancellation during the remainder of
the year, a Deferral Election may be filed no later than thirty (30)
days following notification of eligibility to participate to the
individual by the Senior Administrative Officer. Such Deferral
Election shall be effective only with regard to Compensation and/or
Paid Time Off Cancellation earned after it is filed with the Senior
Administrative Officer.
(c) IRREVOCABILITY. A Deferral Election for the following
calendar year shall become irrevocable on the December 15 by which it
is due under Paragraph 3.2(a) and a
PAGE 8 - MANAGEMENT DEFERRED COMPENSATION PLAN
Deferral Election for the current calendar year shall become irrevocable
upon filing with the Senior Administrative Officer under Paragraph 3.2(b).
(d) TRANSFER TO A PARTICIPATING EMPLOYER. If a Participant
transfers employment from one (1) Participating Employer to another
Participating Employer, the Participant's Deferral Election shall
remain in effect for the remainder of the calendar year with respect
to Compensation earned by the individual after the transfer to the new
Participating Employer.
3.3 LIMITS ON ELECTIVE DEFERRALS. A Participant may elect to defer
up to eighty percent (80%) of Base Salary and up to one hundred percent
(100%) of Bonuses. The level of deferral elected in either case must be
in one percent (1%) increments. A Participant may elect to defer up to
one hundred twenty (120) hours per year of Paid Time Off in one-tenth
(1/10) hour increments, but may not defer any Paid Time Off earned in
prior calendar years, or the first two hundred (200) hours of Paid Time
Off earned in the calendar year to which the Deferral Election relates.
3.4 MATCHING CONTRIBUTIONS. The Participating Employer shall
provide a matching contribution for each Participant who is making
deferrals of Base Salary under this Plan. The matching contribution shall
be six percent (6%) of the Participant's annual elective Base Salary
deferral under this Plan. For purposes of this provision, Base Salary
shall not include amounts received as a Nuclear Regulatory Commission
licensing bonus.
3.5 WELFARE BENEFITS. Compensation deferred under this Plan shall
constitute compensation for purposes of any welfare plans, (as defined by
the Employee Retirement Income Security Act of 1974, as amended
("ERISA")), sponsored by the Participating Employer.
PAGE 9 - MANAGEMENT DEFERRED COMPENSATION PLAN
ARTICLE IV
DEFERRED COMPENSATION ACCOUNT
4.1 CREDITING TO ACCOUNT. The amount of the elective deferrals and
matching contributions for a Participant under this Plan shall be credited
to an Account for the Participant on the books of the Participating
Employer at the time the Compensation would have been paid in cash. Any
taxes or other amounts due from the Participant with respect to the
deferred Compensation under federal, state or local law, such as a
Participant's share of FICA, shall be withheld from nondeferred
Compensation payable to the Participant at the time the deferred amounts
are credited to the Account.
4.2 DETERMINATION OF ACCOUNTS. The last day of each calendar month
shall be a Determination Date. Each Participant's Account as of each
Determination Date shall consist of the balance of the Account as of the
immediately preceding Determination Date, plus the Participant's elective
deferrals, matching contributions, and Interest credited under this Plan,
minus the amount of any distributions made from this Plan since the
immediately preceding Determination Date. Interest credited shall be
calculated as of each Determination Date based upon the average daily
balance of the Account since the preceding Determination Date.
4.3 VESTING OF ACCOUNTS. Account balances in this Plan shall be
fully vested at all times.
4.4 STATEMENT OF ACCOUNTS. The Senior Administrative Officer shall
submit to each Participant, after the close of each calendar quarter and
at such other times as determined by the Senior Administrative Officer a
statement setting forth the balance of the Account maintained for the
Participant.
PAGE 10 - MANAGEMENT DEFERRED COMPENSATION PLAN
ARTICLE V
PLAN BENEFITS
5.1 BENEFITS.
(a) ENTITLEMENT TO BENEFITS AT TERMINATION. Benefits under
this Plan shall be payable to a Participant on termination of
employment with the Participating Employer, Portland General
Corporation, and any and all Direct or Indirect Subsidiaries of
Portland General Corporation. The amount of the benefit shall be the
balance of the Participant's Account including Interest to the date of
payment, in the form elected under Paragraph 5.3 below.
(b) ENTITLEMENT TO BENEFITS AT DEATH. Upon the death of a
Participant for whom an Account is held under this Plan, a death
benefit shall be payable to the Participant's Beneficiary in the same
form as the Participant elected for payments at termination of
employment, under Paragraph 5.3 below. The amount of the benefit
shall be the balance of the Participant's Account including Interest
to the date of payment.
5.2 WITHDRAWALS FOR FINANCIAL EMERGENCY. A Participant may
withdraw part or all of the Participant's Account for a Financial
Emergency as follows:
(a) DETERMINATION. The existence of a Financial Emergency and
the amount to be withdrawn shall be determined by the Senior
Administrative Officer.
(b) SUSPENSION. A Participant who makes a withdrawal for
Financial Emergency from any company-sponsored deferral plan, whether
qualified or nonqualified, shall be suspended from participation in
this Plan for twelve (12) months from the date of such withdrawal.
Compensation and/or Paid Time Off Cancellation payable during such
PAGE 11 - MANAGEMENT DEFERRED COMPENSATION PLAN
suspension that would have been deferred under this Plan shall instead be
paid to the Participant. No matching contribution shall be credited to a
Participant's Account under this Plan during any period of suspension.
5.3 FORM OF BENEFIT PAYMENT.
(a) The Plan benefits attributable to the elective deferrals
for any calendar year shall be paid in one (1) of the forms set out
below, as elected by the Participant in the form of payment
designation filed with the Deferral Election for that year. The forms
of benefit payment are:
(i) A lump sum payment;
(ii) Monthly installment payments in substantially equal
payments of principal and Interest over a period of up to one
hundred eighty (180) months. The amount of the installment
payment shall be redetermined on the first day of the month
coincidental with or next following the anniversary of the date
of termination each year, based upon the then current rate of
Interest, the remaining Account balance, and the remaining
number of payment periods; or
(iii) In the event the account balance is ten thousand
dollars ($10,000) or less, that benefit will be paid out in a
lump sum notwithstanding the form of benefit payment elected by
the Participant.
(b) A Participant may elect to file a change of payment
designation which shall supersede all prior form of payment
designations with respect to the Participant's entire Account. If,
upon termination, the Participant's most recent change of payment
designation has not been in effect for twelve (12) full months prior
to such termination,
PAGE 12 - MANAGEMENT DEFERRED COMPENSATION PLAN
then the prior election shall be used to determine the form of payment.
The Senior Administrative Officer may, in his sole discretion, direct that
plan benefits be paid pursuant to the change of payment designation,
notwithstanding the twelve (12) month requirement.
5.4 ACCELERATED DISTRIBUTION. Notwithstanding any other provision
of the Plan, a Participant shall be entitled to receive, upon written
request to the Senior Administrative Officer, a lump sum distribution of
all or a portion of the vested Account balance, subject to the following:
(a) PENALTY.
(i) If the distribution is requested within twenty-four
(24) months following a Change in Control, six percent (6%) of
the account shall be forfeited and ninety-four percent (94%) of
the account paid to the Participant.
(ii) If the distribution is requested at any time other
than that in (i) above, ten percent (10%) of the account shall
be forfeited and ninety percent (90%) of the account paid to
the Participant.
(b) SUSPENSION. A Participant who receives a distribution
under this section shall be suspended from participation in this Plan
for twelve (12) calendar months from the date of such distribution.
All eligibility requirements must be met to reenter the Plan. The
account balance shall be as of the Determination Date immediately
preceding the date on which the Senior Administrative Officer receives
the written request. The amount payable under this section shall be
paid in a lump sum within sixty-five (65) days following the receipt
of the Participant's written request by the Senior Administrative
Officer.
PAGE 13 - MANAGEMENT DEFERRED COMPENSATION PLAN
5.5 WITHHOLDING; PAYROLL TAXES. Each Participating Employer shall
withhold from payments made hereunder any taxes required to be withheld
from a Participant's wages for the
federal or any state or local government. Withholding shall also apply to
payments to a Beneficiary unless an election against withholding is made
under Section 3405(a)(2) of the Internal Revenue Code.
5.6 COMMENCEMENT OF PAYMENTS. Payment shall commence at the
discretion of the Senior Administrative Officer, but not later than sixty-
five (65) days after the end of the month in which a Participant retires,
dies or otherwise terminates employment. All payments shall be made as of
the first day of the month.
5.7 FULL PAYMENT OF BENEFITS. Notwithstanding any other provision
of this Plan, all benefits shall be paid no later than one hundred eighty
(180) months following the date payment to a Participant commences.
5.8 PAYMENT TO GUARDIAN. If a Plan benefit is payable to a minor
or a person declared incompetent or to a person incapable of handling the
disposition of property, the Senior Administrative Officer may direct
payment of such Plan benefit to the guardian, legal representative or
person having the care and custody of such minor or incompetent person.
The Senior Administrative Officer may require proof of incompetency,
minority, incapacity or guardianship as he may deem appropriate prior to
distribution of the Plan benefit. Such distribution shall completely
discharge the Senior Administrative Officer, the Participating Employer,
and the Company from all liability with respect to such benefit.
PAGE 14 - MANAGEMENT DEFERRED COMPENSATION PLAN
ARTICLE VI
RESTORATION OF PENSION PLAN BENEFITS
6.1 PENSION PLAN. If a Participating Employer maintains a tax
qualified Pension Plan for the benefit of eligible employees, and the
Pension Plan provides benefits determined under a formula that is based in
part on the employee's nondeferred compensation, a Participant in this
Plan may receive a smaller benefit under the Pension Plan as a result of
electing deferrals under this Plan.
6.2 RESTORATION OF PENSION PLAN BENEFITS. In addition to the
benefits payable under Paragraph 5.1 above, Participating Employer shall
pay to any Participant whose Pension Plan benefit is not restored under
any other employee or executive benefit plan maintained by Participating
Employer, a benefit payment equal to the excess of (b) over (a) as
follows:
(a) The actuarial equivalent lump sum present value of the
retirement income (or death benefit) payable (either immediately or
deferred) under the Pension Plan; and
(b) the actuarial equivalent lump sum present value of the
retirement income (or death benefit) that would have been payable
under the Pension Plan if Participant had made no Deferral Elections
in any calendar year under this Plan. The actuarial equivalent lump
sum present values shall be calculated in the same manner and using
the same factors as are used to calculate lump sum distributions under
the Pension Plan. If Participant terminates employment prior to
attaining the age of fifty-five (55), payment of the restoration of
Pension Plan benefits shall be made as if Participant had made a lump
sum election pursuant to Paragraph 5.3(a)(i) above with respect to the
payment of the restoration of
PAGE 15 - MANAGEMENT DEFERRED COMPENSATION PLAN
Pension Plan benefits. If Participant terminates employment upon or
after attaining the age of fifty-five (55), payment of the restoration
of Pension Plan benefits shall be made as if Participant had made an
election to receive monthly installment payments in substantially
equal payments of principal and Interest over a period of eighty-four
(84) months pursuant to Paragraph 5.3(a)(ii) above with respect to the
payment of the restoration of Pension Plan benefits. In the event the
actuarial equivalent lump sum present value is ten thousand dollars
($10,000) or less, that benefit will be paid out in a lump sum.
6.3 RESTORATION OF PENSION PLAN BENEFITS IN EVENT OF CHANGE IN
CONTROL. In the event of a Change in Control, and a subsequent
termination of the Pension Plan within three (3) years following a Change
in Control, all Plan Participants shall receive a restoration of Pension
Plan benefits under Paragraph 6.2.
ARTICLE VII
BENEFICIARY DESIGNATION
7.1 BENEFICIARY DESIGNATION. Each Participant shall have the
right, at any time, to designate one (1) or more persons or entities as
the Participant's Beneficiary, primary as well as secondary, to whom
benefits under this Plan shall be paid in the event of the Participant's
death prior to complete distribution to the Participant of the benefits
due under the Plan. Each Beneficiary designation shall be in a written
form prescribed by the Senior Administrative Officer and will be effective
only when filed with the Senior Administrative Officer during the
Participant's lifetime.
PAGE 16 - MANAGEMENT DEFERRED COMPENSATION PLAN
7.2 AMENDMENTS. Any Beneficiary designation may be changed by a
Participant without the consent of any Beneficiary by the filing of a new
Beneficiary designation with the Senior Administrative Officer. If a
Participant's Compensation is community property, any Beneficiary
designation shall be valid or effective only as permitted under applicable
law.
7.3 NO BENEFICIARY DESIGNATION. In the absence of an effective
Beneficiary designation, or if all Beneficiaries predecease a Participant,
the Participant's estate shall be the Beneficiary. If a Beneficiary dies
after a Participant and before payment of benefits under this Plan has
been completed, the remaining benefits shall be payable to the
Beneficiary's estate.
7.4 EFFECT OF PAYMENT. Payment to the Beneficiary shall completely
discharge the Participating Employer's obligations under this Plan.
ARTICLE VIII
ADMINISTRATION
8.1 SENIOR ADMINISTRATIVE OFFICER; DUTIES. This Plan shall be
administered by a Senior Administrative Officer appointed by the
Committee. The Senior Administrative Officer may be a Participant under
this Plan. The Senior Administrative Officer shall have the authority to
make, amend, interpret and enforce all appropriate rules and regulations
for the administration of this Plan and decide or resolve any and all
questions including interpretations of this Plan as may arise in
connection with the Plan. The Senior Administrative Officer shall report
to the Committee on an annual basis regarding Plan activity, and at such
other times as may be requested by the Committee.
PAGE 17 - MANAGEMENT DEFERRED COMPENSATION PLAN
8.2 AGENTS. In the administration of this Plan, the Senior
Administrative Officer may, from time to time, employ agents and delegate
to such agents, including employees of any Participating Employer, such
administrative duties as he sees fit, and may from time to time consult
with counsel, who may be counsel to any Participating Employer.
8.3 BINDING EFFECT OF DECISIONS. The decision or action of the
Senior Administrative Officer in respect of any question arising out of or
in connection with the administration, interpretation and application of
the Plan and the rules and regulations promulgated hereunder shall be
final and conclusive and binding upon all persons having any interest in
the Plan.
8.4 INDEMNITY OF SENIOR ADMINISTRATIVE OFFICER; COMMITTEE. Each
Participating Employer shall indemnify and hold harmless the Senior
Administrative Officer, the Committee, and its individual members against
any and all claims, loss, damage, expense or liability arising from any
action or failure to act with respect to this Plan, except in the case of
gross negligence or willful misconduct.
8.5 AVAILABILITY OF PLAN DOCUMENTS. Each Participant shall receive
a copy of this Plan, and the Senior Administrative Officer shall make
available for inspection by any Participant a copy of the rules and
regulations used in administering the Plan.
8.6 COST OF PLAN ADMINISTRATION. The Company shall bear all
expenses of administration of this Plan. However, a ratable portion of
the expense shall be charged back to each Participating Employer.
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ARTICLE IX
CLAIMS PROCEDURE
9.1 CLAIM. Any person claiming a benefit, requesting an
interpretation or ruling under the Plan or requesting information under
the Plan shall present the request in writing to the Senior Administrative
Officer or his delegatee who shall respond in writing as soon as
practicable.
9.2 DENIAL OF CLAIM. If the claim or request is denied, the
written notice of denial shall state:
(a) The reasons for denial, with specific reference to the
Plan provisions on which the denial is based.
(b) A description of any additional material or information
required and an explanation of why it is necessary.
(c) An explanation of the Plan's claim review procedure.
9.3 REVIEW OF CLAIM. Any person whose claim or request is denied
or who has not received a response within thirty (30) days may request
review by notice given in writing to the Senior Administrative Officer.
The claim or request shall be reviewed by the Senior Administrative
Officer, who may, but shall not be required to, grant the claimant a
hearing. On review, the claimant may have representation, examine
pertinent documents and submit issues and comments in writing.
9.4 FINAL DECISION. The decision by the Senior Administrative
Officer on review shall normally be made within sixty (60) days. If an
extension of time is required for a hearing or other special
circumstances, the claimant shall be notified and the time limit shall be
one hundred
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twenty (120) days. The decision shall be in writing and shall state the
reasons and the relevant Plan provisions. All decisions on review shall
be final and bind all parties concerned.
ARTICLE X
AMENDMENT AND TERMINATION OF PLAN
10.1 AMENDMENT. The Senior Administrative Officer may amend the
Plan from time to time as may be necessary for administrative purposes and
legal compliance of the Plan, provided, however, that no such amendment
shall affect the benefit rights of Participants or Beneficiaries in the
Plan. The Committee may amend the Plan at any time, provided, however,
that no amendment shall be effective to decrease or restrict the accrued
rights of Participants and Beneficiaries to the amounts in their Accounts
at the time of the amendment.
10.2 TERMINATION. The Board of each Participating Employer may at
any time, in its sole discretion, terminate or suspend the Plan in whole
or in part for that Participating Employer. However, no such termination
or suspension shall adversely affect the benefits of Participants which
have accrued prior to such action, the benefits of any Participant who has
previously retired, the benefits of any Beneficiary of a Participant who
has previously died, or already accrued Plan liabilities between
Participating Employers.
10.3 PAYMENT AT TERMINATION. Notwithstanding Paragraph 5.3 above,
if the Plan is terminated, payment of each Account to a Participant or a
Beneficiary for whom it is held shall commence within sixty (60) days of
Plan termination in the earlier of one (1) of the following forms:
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(a) The form and time of payment designated by the
Participant; or
(b) Paid in the following form:
APPROPRIATE ACCOUNT BALANCE PAYOUT PERIOD
Less than $25,000: Lump sum
$25,000 but less than $100,000: Monthly installments over 2 years
$100,000 but less than $500,000: Monthly installments over 3 years
$500,000 or more: Monthly installments over 5 years
Interest earned on the unpaid balance in Participant's Account shall be
the applicable Interest rate on the Determination Date immediately
preceding the effective date of such termination of the Plan.
ARTICLE XI
MISCELLANEOUS
11.1 UNFUNDED PLAN. This Plan is intended to be an unfunded plan
maintained primarily to provide deferred compensation benefits for a
select group of "management or highly compensated employees" within the
meaning of Sections 201, 301, and 401 of ERISA, and therefore to be exempt
from the provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly,
the Board may terminate the Plan and commence termination payout under
10.3 above for all or certain Participants, or remove certain employees as
Participants, if it is determined by the United States Department of Labor
or a court of competent jurisdiction that the Plan constitutes an employee
pension benefit plan within the meaning of Section 3(2) of ERISA which is
not so exempt. This Plan is not intended to create an investment
contract, but to provide retirement
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benefits to eligible individuals who have elected to participate in the
Plan. Eligible individuals are select members of management who, by
virtue of their position with Participating Employer, are uniquely
informed as to Participating Employer's operations and have the ability to
materially affect Participating Employer's profitability and operations.
11.2 LIABILITY.
(a) LIABILITY FOR BENEFITS. Except as otherwise provided in
this paragraph, liability for the payment of a Participant's benefit
pursuant to this Plan shall be borne solely by the Participating
Employer that employs the Participant and reports the Participant as
being on its payroll during the accrual or increase of the Plan
benefit, and no liability for the payment of any Plan benefit shall be
incurred by reason of Plan sponsorship or participation except for the
Plan benefits of a Participating Employer's own employees. Provided,
however, that each Participating Employer, by accepting the Board's
designation as a Participating Employer under the Plan and formally
adopting the Plan, agrees to assume secondary liability for the
payment of any benefit accrued or increased while a Participant is
employed and on the payroll of a Participating Employer that is a
Direct Subsidiary or Indirect Subsidiary of the Participating Employer
at the time such benefit is accrued or increased. Such liability
shall survive any revocation of designation as a Participating
Employer with respect to any liabilities accrued at the time of such
revocation. Nothing in this paragraph shall be interpreted as
prohibiting any Participating Employer or any other person from
expressly agreeing to the assumption of liability for a Plan
Participant's payment of any benefits under the Plan.
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(b) UNSECURED GENERAL CREDITOR. Participants and their
Beneficiaries, heirs, successors, and assigns shall have no secured
legal or equitable rights, interest or claims in any property or
assets of a Participating Employer, nor shall they be beneficiaries
of, or have any rights, claims or interests in any Policies or the
proceeds therefrom owned or which may be acquired by a Participating
Employer. Except as provided in Section 11.3, such Policies or other
assets of a Participating Employer shall not be held under any trust
for the benefit of Participants, their Beneficiaries, heirs,
successors or assigns, or held in any way as collateral security for
the fulfilling of the obligations of a Participating Employer under
this Plan. Any and all of a Participating Employer's assets and
Policies shall be, and remain, the general, unpledged, unrestricted
assets of the Participating Employer. A Participating Employer's
obligation under the Plan shall be that of an unfunded and unsecured
promise to pay money in the future.
11.3 TRUST FUND. At its discretion, each Participating Employer,
jointly or severally, may establish one (1) or more trusts, with such
trustee as the Board may approve, for the purpose of providing for the
payment of such benefits. Such trust or trusts may be irrevocable, but
the assets thereof shall be subject to the claims of the Participating
Employer's creditors. To the extent any benefits provided under the Plan
are actually paid from any such trust, the Participating Employer shall
have no further obligation with respect thereto, but to the extent not so
paid, such benefits shall remain the obligation of, and shall be paid by
the Participating Employer.
11.4 NONASSIGNABILITY. Neither a Participant nor any other person
shall have any right to sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, hypothecate or convey in advance of actual
receipt the amounts, if any, payable hereunder, or any part thereof,
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which are, and all rights to which are, expressly declared to be
nonassignable and nontransferable. No part of the amounts payable shall,
prior to actual payment, be subject to seizure or sequestration for the
payment of any debts, judgments, alimony or separate maintenance owed by a
Participant or any other person, nor be transferable by operation of law
in the event of a Participant's or any other person's bankruptcy or
insolvency.
11.5 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this
Plan shall not be deemed to constitute a contract of employment between a
Participating Employer and a Participant, and neither a Participant nor a
Participant's Beneficiary shall have any rights against a Participating
Employer except as may otherwise be specifically provided herein.
Moreover, nothing in this Plan shall be deemed to give a Participant the
right to be retained in the service of a Participating Employer or to
interfere with the right of a Participating Employer to discipline or
discharge a Participant at any time.
11.6 PROTECTIVE PROVISIONS. A Participant will cooperate with a
Participating Employer by furnishing any and all information requested by
a Participating Employer, in order to facilitate the payment of benefits
hereunder, and by taking such physical examination as a Participating
Employer may deem necessary and taking such other action as may be
requested by a Participating Employer.
11.7 GOVERNING LAW. The provisions of this Plan shall be construed
and interpreted according to the laws of the State of Oregon, except as
preempted by federal law.
11.8 TERMS. In this Plan document, unless the context clearly
indicates the contrary, the masculine gender will be deemed to include the
female gender, and the singular shall include the plural.
PAGE 24 - MANAGEMENT DEFERRED COMPENSATION PLAN
11.9 VALIDITY. In case any provisions of this Plan shall be held
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal and invalid provision had never been inserted
herein.
11.10 NOTICE. Any notice or filing required or permitted to be given
to the Senior Administrative Officer under the Plan shall be sufficient if
in writing and hand delivered, or sent by registered or certified mail to
the Senior Administrative Officer or to Secretary of Participating
Employer. Notice to the Senior Administrative Officer, if mailed, shall
be addressed to the principal executive offices of Participating Employer.
Notice mailed to the Participant shall be at such address as is given in
the records of the Participating Employer. Notices shall be deemed given
as of the date of delivery or, if delivery is made by mail, as of the date
shown on the postmark on the receipt for registration or certification.
11.11 SUCCESSORS. The provisions of this Plan shall bind and inure
to the benefit of each Participating Employer and its successors and
assigns. The term successors as used herein shall include any corporate
or other business entity which shall, whether by merger, consolidation,
purchase or otherwise, acquire all or substantially all of the business
and assets of a Participating Employer, and successors of any such
corporation or other business entity.
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IN WITNESS WHEREOF, and pursuant to resolution of the Human Resources
Committee of the Board of Directors of Portland General Corporation, the
Company has caused this instrument to be executed by its duly authorized
Senior Administrative Officer effective as of the 1st day of October 1994.
PORTLAND GENERAL CORPORATION
By: /S/ DONALD F. KIELBLOCK
Donald F. Kielblock
Its: Vice President of Human Resources and
Senior Administrative Officer
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